Saint-Gobain’s agreement with the Burkard family over the sale of Schenker-Winkler Holding (SWH) has been extended until June 30, 2016. The deal would position Saint-Gobain to gain majority voting rights in Swiss specialty chemical company Sika AG without having to make an offer for the remaining shares.
SWH owns 16.1 percent of Sika’s capital with 52.4 percent in voting rights. Sika’s management and board have voiced opposition to the deal. The board has voted to reduce SWH’s voting rights to 5 percent. The topic will be addressed by Sika’s shareholders at an annual meeting on April 14, 2015. SWH has fought this move.
“Under no circumstance can Saint-Gobain be forced to purchase the shares of SWH if its stake in Sika would not represent the majority of the voting rights or if such acquisition would trigger the obligation to launch a mandatory offer to all Sika shareholders,” according to a statement from Saint-Gobain.
SWH and Sika have been battling over the potential transaction via the Swiss court system and Swiss Takeover Board.
The Swiss Takeover Board has upheld Sika’s “opt-out clause,” which allows Saint-Gobain to buy SWH and majority voting rights in Sika without having to make an offer for the remaining shares. Two Sika investors have indicated they will appeal the Takeover Board’s ruling.
Meanwhile, the Swiss Cantonal Court of Zug has denied SWH’s request to uphold the company’s voting rights in Sika AG.
SWH appealed the decision to the Swiss Supreme Court of Zug and asked for an ex parte decision. Ex parte generally refers to temporary orders pending a formal hearing, according to www.dictionary.law.com.
“Together with its appeal, SWH applied for an ex parte order prohibiting any restrictions of SWH’s voting rights at the forthcoming annual general meeting on April 14, 2015,” according to a statement from Sika. “Just as the Cantonal Court before, the Supreme Court of Zug denied SWH’s request for an ex parte order.”
Saint-Gobain and SWH have until June 30, 2016 to close the deal. At that time, Saint-Gobain has the option to again extend the agreement, according to a statement by the company.
“Saint-Gobain and the Burkard family have also adapted their agreement to take into account shares of Sika previously held directly by the Burkard family that have recently been sold by it to SWH, as well as additional shares purchased by SWH,” according to a statement from Saint-Gobain. “As the family does not own any shares in Sika, there is no group formed by the Burkard family and Saint-Gobain as per the Swiss stock exchange rules.”
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